A portion of net proceeds expected to be used to purchase cash-settled capped calls to offset potential economic dilution by effectively increasing the conversion premium
MONTREAL, May 26, 2026 (GLOBE NEWSWIRE) -- Osisko Development Corp. (NYSE:ODV, TSXV:ODV) ("Osisko Development" or the "Company") announced today it has closed its previously announced offering of US$225.0 million aggregate principal amount of 4.125% convertible senior notes due 2031 (the "Notes") in a private placement (the "Offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under U.S. Securities Act of 1933, as amended (the "Securities Act").
The Company estimates that the net proceeds from the Offering will be approximately US$215.9 million, after deducting commissions and estimated offering expenses, but before deducting the cost of the capped call transactions. The net proceeds from the Offering are intended to be used to pay for the cost of capped call transactions entered into with certain financial institutions in connection with the Offering, for the development of the Cariboo Gold Project and general corporate purposes.
In addition to the US$225.0 million aggregate principal of Notes issued under the Offering: (i) the Company granted the initial purchasers of the Notes an option to purchase (the "Initial Purchasers"), during a 13-day period beginning on, and including, May 26, 2026, up to an additional US$25.0 million aggregate principal amount of Notes (the "Initial Purchasers' Option") and (ii) Double Zero Capital, LP, an affiliate of the Company, has also agreed to purchase US$50.0 million aggregate principal amount of the Notes in a concurrent private placement (the "Private Placement") (the "Affiliate Notes"). There can be no assurance as to whether or when the Initial Purchasers' Option may be exercised. In connection with the offering of Notes, the Initial Purchasers purchased the Notes at a purchase price of 96.4% of the principal amount of the Notes. The Affiliates Notes will not be issued at any discount.
In connection with the Offering, certain of the Initial Purchasers will be issued broker warrants to acquire 1,279,536 Common Shares.
The initial conversion rate for the Notes is 272.1088 Common Shares per US$1,000 principal amount of Notes, which represents an initial conversion price of approximately US$3.68 per Common Share. The initial conversion price represents a premium of approximately 25.0% over the last reported sale price of US$2.94 per Common Share on the NYSE on May 20, 2026. Under certain circumstances, the conversion price may be adjusted. However, the rate will in no event ...
